Trương Bảo Duy – 22062043

1. Legality of the Resolution: A Thorough Examination

a. Member Rights and Company Charter: A Foundational Assessment

To effectively evaluate the resolution's legality, it's crucial to delve into the intricacies
of member rights and the company charter.

i. Member Rights: Cornerstones of Protection

- Voting Rights: Members hold the fundamental right to participate in voting

on decisions at general meetings.
- Dissenting Opinions: Members have the liberty to express dissenting
opinions and have them recorded in the meeting minutes.
- Challenge Resolutions: Members possess the right to challenge resolutions
if they perceive them to violate the law or the company's charter.

ii. Company Charter: The Governing Framework

- Decision-Making Provisions: The company charter should clearly outline

the voting requirements for various types of decisions, including the
removal of a member.
- Dispute Resolution Mechanisms: The charter may establish procedures for
resolving disputes between members.

b. Resolution Assessment: A Multifaceted Evaluation

- Voting Majority: A and B, holding a combined 95% voting power,
constitute a majority and can pass resolutions by majority vote.
- Charter Compliance: The resolution must adhere to the charter's provisions
regarding the voting ratio and procedures for removing a member.
- Legitimate Reason: The resolution should be based on a legitimate reason,
such as C's actions causing significant harm to the company's operations.

c. Potential Objections and Challenges: Addressing C's Concerns

- C's Objections: C can object to the resolution based on the following
grounds:

+ Procedural Irregularities: If the resolution process deviated from the

charter's guidelines.

+ Lack of Legitimate Reason: If the resolution lacks a valid justification for

removing C.
 + Violation of Member Rights: If the resolution infringes upon C's rights
as a member.

- Legal Challenge: C may consider filing a lawsuit against A and B to

challenge the resolution's legality.

2. C's Options and Potential Outcomes: Navigating the Legal Landscape

a. Accepting the Resolution: Embracing the Decision

- Compliance: C can comply with the resolution and sell his capital
contribution to A and B.
- Negotiation: C can negotiate with A and B to reach a mutually agreeable
settlement, such as a buyout price or alternative arrangements.

b. Challenging the Resolution: Pursuing Legal Remedies

- Internal Dispute Resolution: C can pursue internal dispute resolution
mechanisms outlined in the company's charter.
- Legal Action: C can file a lawsuit against A and B to challenge the
resolution's validity and seek remedies, such as reinstatement or financial
compensation.

c. Impact on C's Membership: Considering the Consequences

- Voluntary Departure: If C accepts the resolution and sells his capital
contribution, he will cease to be a member of the company.
- Involuntary Removal: If C's challenge is unsuccessful, the court may uphold
the resolution, leading to his involuntary removal from the company.

3. Recommendations for Peaceful Resolution: Fostering Harmony

a. Open Communication and Dialogue: Bridging the Divide

- Engage in Open Discussions: A, B, and C should engage in open and honest
discussions to address their disagreements and underlying issues.
- Active Listening and Empathy: Practice active listening and empathy to
understand each other's perspectives and concerns.

b. Seek Professional Mediation: Enlisting Neutral Guidance

- Consider Neutral Third-Party Intervention: Consider involving a neutral
third-party mediator to facilitate discussions and guide towards a
compromise.
 - Explore Alternative Dispute Resolution (ADR): Explore ADR methods like
mediation or arbitration to reach a mutually acceptable solution without
resorting to litigation.

c. Review and Amend Company Charter: Strengthening Governance

- Evaluate Charter Provisions: Review the company's charter to ensure it
clearly defines member rights, decision-making processes, and dispute
resolution mechanisms.
- Consider Charter Amendments: Consider amending the charter to establish
clearer guidelines for removing a member and strengthen minority
shareholder protections.

d. Dissolve the Company:

- This is the last resort when other solutions are not effective.
- The dissolution of the company must be carried out in accordance with legal
procedures and in compliance with the provisions of the law.